Legal Representation. Each of the parties to this Agreement acknowledges that Thompson Hine LLP currently serves as counsel to the Company in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Current Representation”). There may come a time after consummation of the transactions contemplated by this Agreement when Thompson Hine LLP is asked to represent the interests of the Stockholder Representative or one or more of the Company Stockholders. Each of the parties agrees that, as to all communications with respect to the transactions contemplated by this Agreement among Thompson Hine LLP, the Company, the Stockholder Representative, or any one or more of the Company Stockholders, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege that attach as a result of Thompson Hine LLP representing the Company shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to the Company Stockholders and shall not pass to or be claimed by Parent or any of its respective Affiliates (including the Final Surviving Company); provided further that the foregoing shall not extend to any communication not involving the Current Representation. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Thompson Hine LLP representing the Company shall survive the Closing, remain in effect and be controlled by the Stockholder Representative on behalf of the Company Stockholders. As to any privileged attorney-client communications between Thompson Hine LLP and the Company prior to the Closing Date (collectively, the “Privileged Communications”), Parent, together with its Affiliates (including the Final Surviving Company), successors or assigns, agree that no such Person may use or rely on any of the Privileged Communications in any action or claim against any of the parties hereto after the Closing. In addition, Parent and its Affiliates (including the Final Surviving Company) and their respective officers, ACTIVE/108710474.16

directors, managers, partners, employees, advisors, agents and representatives shall have no right of access to or control over any of Thompson Hine LLP’s records related to the transactions contemplated by this Agreement, which shall become the property of (and be controlled by) the Stockholder Representative on behalf of the Company Stockholders. Furthermore, in the event of a dispute between Parent or any of its Affiliates, on the one hand, and any Company Stockholder (or the Stockholder Representative on behalf of any Company Stockholder), on the other hand, arising out of or relating to any matter in which Thompson Hine LLP acted for the Company, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Stockholder Representative or any Company Stockholder any information or documents developed or shared during the course of Thompson Hine LLP’s representation of the Company. Notwithstanding the foregoing, in the event that a dispute arises between Parent or the Final Surviving Company and a third party other than a party to this Agreement after the Closing, the Final Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Thompson Hine LLP to such third party; provided, however, that the Final Surviving Company may not waive such privilege without the prior written consent of the Stockholder Representative. Thompson Hine LLP partners and employees are third party beneficiaries of this provision.